SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Durels Thomas P.

(Last) (First) (Middle)
C/O EMPIRE STATE REALTY TRUST, INC.
ONE GRAND CENTRAL PL., 60 E. 42ND ST.

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Empire State Realty Trust, Inc. [ ESRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Dir. of Leasing & Op.
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2016
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
LTIP Units(1) (1) 02/29/2016 A 112,829(2)(3) (1)(2) (1) Class A Common Stock 112,829 $0.00 393,475 D
LTIP Units(1) (1) 02/29/2016 A 45,630(3)(4) (1)(4) (1) Class A Common Stock 45,630 $0.00 45,630 D
Explanation of Responses:
1. Represents long term incentive plan units ("LTIP Units"), a class of units of Empire State Realty OP, L.P. (the "Operating Partnership"). Conditioned upon sufficient allocations to the capital accounts of the LTIP Units for federal income tax purposes, vested LTIP Units are convertible by the reporting person, upon vesting, into an equivalent number of units of limited partnership interests ("Operating Partnership Units") of the Operating Partnership, which are redeemable by the holder for shares of Class A Common Stock of Empire State Realty Trust, Inc. (the "Issuer") on a one-for-one basis or the cash value of such shares, at the Issuer's option. The rights to convert LTIP units into Operating Partnership Units and redeem Operating Partnership Units do not have expiration dates.
2. Of the 112,829 LTIP Units granted to the Reporting Person, 62,814 LTIP Units vest as follows: 30% on March 1, 2019, 30% on March 1, 2020 and 40% on March 1, 2021, subject to continued employment through such dates. The remaining 50,015 LTIP Units vest 25% ratably on each of the first four anniversaries of January 1, 2016, subject to continued employment through such dates.
3. This Form 4 amends the original Form 4 filed on March 2, 2016 to reflect updated Monte Carlo simulation results subsequently received from an independent compensation consultant with respect to the grant date fair value of the LTIP Units.
4. These LTIP Units are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's total return to shareholders during a three-year performance period ending December 31, 2018. Any earned LTIP units will vest 50% on January 1, 2019 and 50% on January 1, 2020, subject to continued employment. In accordance with applicable Form 4 reporting requirements, the foregoing excludes 136,892 LTIP Units also granted on February 29, 2016 that are scheduled to vest conditioned on the achievement of certain performance criteria based on the Issuer's relative total return to shareholders measured against two different industry-specific indices.
Remarks:
/s/ Debra E. Levin, Attorney-in-Fact 05/05/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.